false2024Q200003177883/31P4Y00003177882023-04-012023-09-3000003177882023-11-03xbrli:shares00003177882023-09-30iso4217:USD00003177882023-03-31iso4217:USDxbrli:shares00003177882023-07-012023-09-3000003177882022-07-012022-09-3000003177882022-04-012022-09-3000003177882022-03-3100003177882022-09-300000317788apps:FyberNVMember2023-04-012023-09-300000317788apps:FyberNVMember2022-04-012022-09-300000317788us-gaap:CommonStockMember2023-03-310000317788us-gaap:PreferredStockMember2023-03-310000317788us-gaap:TreasuryStockCommonMember2023-03-310000317788us-gaap:AdditionalPaidInCapitalMember2023-03-310000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310000317788us-gaap:RetainedEarningsMember2023-03-310000317788us-gaap:NoncontrollingInterestMember2023-03-310000317788us-gaap:RetainedEarningsMember2023-04-012023-06-300000317788us-gaap:NoncontrollingInterestMember2023-04-012023-06-3000003177882023-04-012023-06-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-04-012023-06-300000317788us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300000317788us-gaap:CommonStockMember2023-04-012023-06-300000317788us-gaap:CommonStockMember2023-06-300000317788us-gaap:PreferredStockMember2023-06-300000317788us-gaap:TreasuryStockCommonMember2023-06-300000317788us-gaap:AdditionalPaidInCapitalMember2023-06-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000317788us-gaap:RetainedEarningsMember2023-06-300000317788us-gaap:NoncontrollingInterestMember2023-06-3000003177882023-06-300000317788us-gaap:RetainedEarningsMember2023-07-012023-09-300000317788us-gaap:NoncontrollingInterestMember2023-07-012023-09-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000317788us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300000317788us-gaap:CommonStockMember2023-07-012023-09-300000317788us-gaap:CommonStockMember2023-09-300000317788us-gaap:PreferredStockMember2023-09-300000317788us-gaap:TreasuryStockCommonMember2023-09-300000317788us-gaap:AdditionalPaidInCapitalMember2023-09-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300000317788us-gaap:RetainedEarningsMember2023-09-300000317788us-gaap:NoncontrollingInterestMember2023-09-300000317788us-gaap:CommonStockMember2022-03-310000317788us-gaap:PreferredStockMember2022-03-310000317788us-gaap:TreasuryStockCommonMember2022-03-310000317788us-gaap:AdditionalPaidInCapitalMember2022-03-310000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-03-310000317788us-gaap:RetainedEarningsMember2022-03-310000317788us-gaap:NoncontrollingInterestMember2022-03-310000317788us-gaap:RetainedEarningsMember2022-04-012022-06-300000317788us-gaap:NoncontrollingInterestMember2022-04-012022-06-3000003177882022-04-012022-06-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-04-012022-06-300000317788us-gaap:AdditionalPaidInCapitalMember2022-04-012022-06-300000317788us-gaap:CommonStockMember2022-04-012022-06-300000317788us-gaap:CommonStockMember2022-06-300000317788us-gaap:PreferredStockMember2022-06-300000317788us-gaap:TreasuryStockCommonMember2022-06-300000317788us-gaap:AdditionalPaidInCapitalMember2022-06-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-06-300000317788us-gaap:RetainedEarningsMember2022-06-300000317788us-gaap:NoncontrollingInterestMember2022-06-3000003177882022-06-300000317788us-gaap:RetainedEarningsMember2022-07-012022-09-300000317788us-gaap:NoncontrollingInterestMember2022-07-012022-09-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-07-012022-09-300000317788us-gaap:AdditionalPaidInCapitalMember2022-07-012022-09-300000317788us-gaap:CommonStockMember2022-07-012022-09-300000317788us-gaap:CommonStockMember2022-09-300000317788us-gaap:PreferredStockMember2022-09-300000317788us-gaap:TreasuryStockCommonMember2022-09-300000317788us-gaap:AdditionalPaidInCapitalMember2022-09-300000317788us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-09-300000317788us-gaap:RetainedEarningsMember2022-09-300000317788us-gaap:NoncontrollingInterestMember2022-09-300000317788apps:SeriesOfIndividuallyImmaterialSubsidiariesMember2023-09-30xbrli:pure0000317788apps:InAppVideoServicesUKLTDMembersrt:MinimumMember2022-11-012022-11-010000317788srt:MaximumMemberapps:InAppVideoServicesUKLTDMember2022-11-012022-11-010000317788apps:InAppVideoServicesUKLTDMember2022-11-012022-11-010000317788apps:InAppVideoServicesUKLTDMember2022-11-010000317788apps:InAppVideoServicesUKLTDMember2023-04-012023-09-300000317788apps:InAppVideoServicesUKLTDMember2023-07-012023-09-30apps:segment0000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2023-07-012023-09-300000317788us-gaap:IntersegmentEliminationMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2022-07-012022-09-300000317788us-gaap:IntersegmentEliminationMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2023-04-012023-09-300000317788us-gaap:IntersegmentEliminationMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2022-04-012022-09-300000317788us-gaap:IntersegmentEliminationMember2022-04-012022-09-300000317788srt:NorthAmericaMember2023-09-300000317788srt:NorthAmericaMember2023-03-310000317788us-gaap:EMEAMember2023-09-300000317788us-gaap:EMEAMember2023-03-310000317788srt:AsiaPacificMember2023-09-300000317788srt:AsiaPacificMember2023-03-310000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2023-07-012023-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2023-07-012023-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMemberus-gaap:EMEAMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMemberus-gaap:EMEAMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:OnDeviceSolutionsMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:AppGrowthPlatformMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:OnDeviceSolutionsMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:AppGrowthPlatformMember2023-07-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2023-07-012023-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2022-07-012022-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2022-07-012022-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMemberus-gaap:EMEAMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMemberus-gaap:EMEAMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:OnDeviceSolutionsMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:AppGrowthPlatformMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:OnDeviceSolutionsMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:AppGrowthPlatformMember2022-07-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2022-07-012022-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2023-04-012023-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2023-04-012023-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMemberus-gaap:EMEAMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMemberus-gaap:EMEAMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:OnDeviceSolutionsMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:AppGrowthPlatformMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:OnDeviceSolutionsMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:AppGrowthPlatformMember2023-04-012023-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2023-04-012023-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMember2022-04-012022-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMember2022-04-012022-09-300000317788srt:NorthAmericaMemberus-gaap:OperatingSegmentsMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMemberapps:OnDeviceSolutionsMemberus-gaap:EMEAMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMemberapps:AppGrowthPlatformMemberus-gaap:EMEAMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMemberus-gaap:EMEAMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:OnDeviceSolutionsMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMemberapps:AppGrowthPlatformMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:AsiaPacificMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:OnDeviceSolutionsMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMemberapps:AppGrowthPlatformMember2022-04-012022-09-300000317788us-gaap:OperatingSegmentsMembersrt:LatinAmericaMember2022-04-012022-09-300000317788apps:OnDeviceSolutionsMember2023-03-310000317788apps:AppGrowthPlatformMember2023-03-310000317788apps:OnDeviceSolutionsMember2023-04-012023-09-300000317788apps:AppGrowthPlatformMember2023-04-012023-09-300000317788apps:OnDeviceSolutionsMember2023-09-300000317788apps:AppGrowthPlatformMember2023-09-300000317788apps:OnDeviceSolutionsMember2023-07-012023-09-300000317788us-gaap:CustomerRelationshipsMember2023-09-300000317788us-gaap:DevelopedTechnologyRightsMember2023-09-300000317788us-gaap:TradeNamesMember2023-09-300000317788apps:PublisherRelationshipsMember2023-09-300000317788us-gaap:CustomerRelationshipsMember2023-03-310000317788us-gaap:DevelopedTechnologyRightsMember2023-03-310000317788us-gaap:TradeNamesMember2023-03-310000317788apps:PublisherRelationshipsMember2023-03-310000317788us-gaap:ComputerEquipmentMember2023-09-300000317788us-gaap:ComputerEquipmentMember2023-03-310000317788us-gaap:SoftwareDevelopmentMember2023-09-300000317788us-gaap:SoftwareDevelopmentMember2023-03-310000317788us-gaap:FurnitureAndFixturesMember2023-09-300000317788us-gaap:FurnitureAndFixturesMember2023-03-310000317788us-gaap:LeaseholdImprovementsMember2023-09-300000317788us-gaap:LeaseholdImprovementsMember2023-03-310000317788us-gaap:GeneralAndAdministrativeExpenseMemberapps:InternalUseAssetsMember2023-07-012023-09-300000317788us-gaap:GeneralAndAdministrativeExpenseMemberapps:InternalUseAssetsMember2023-04-012023-09-300000317788apps:OtherDirectCostsOfRevenueMemberus-gaap:SoftwareDevelopmentMember2023-07-012023-09-300000317788apps:OtherDirectCostsOfRevenueMemberus-gaap:SoftwareDevelopmentMember2023-04-012023-09-300000317788us-gaap:GeneralAndAdministrativeExpenseMemberapps:InternalUseAssetsMember2022-07-012022-09-300000317788us-gaap:GeneralAndAdministrativeExpenseMemberapps:InternalUseAssetsMember2022-04-012022-09-300000317788apps:OtherDirectCostsOfRevenueMemberus-gaap:SoftwareDevelopmentMember2022-07-012022-09-300000317788apps:OtherDirectCostsOfRevenueMemberus-gaap:SoftwareDevelopmentMember2022-04-012022-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:LineOfCreditMember2023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:LineOfCreditMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:LineOfCreditMember2023-03-310000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:LineOfCreditMember2021-02-030000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:LineOfCreditMember2021-04-290000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:LineOfCreditMember2021-12-290000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberapps:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMembersrt:MinimumMember2022-10-262022-10-260000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMembersrt:MaximumMemberapps:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMember2022-10-262022-10-260000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberapps:DebtInstrumentInterestRateElectionOneMemberapps:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMembersrt:MinimumMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMembersrt:MaximumMemberapps:DebtInstrumentInterestRateElectionOneMemberapps:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:FederalFundsEffectiveSwapRateMemberapps:DebtInstrumentInterestRateElectionTwoMemberus-gaap:LineOfCreditMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberapps:DebtInstrumentInterestRateElectionTwoMemberapps:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberapps:DebtInstrumentInterestRateElectionTwoMemberus-gaap:BaseRateMemberus-gaap:LineOfCreditMembersrt:MinimumMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMembersrt:MaximumMemberapps:DebtInstrumentInterestRateElectionTwoMemberus-gaap:BaseRateMemberus-gaap:LineOfCreditMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMemberus-gaap:LineOfCreditMembersrt:MinimumMember2023-04-012023-09-300000317788us-gaap:RevolvingCreditFacilityMemberapps:BoACreditAgreementMembersrt:MaximumMemberus-gaap:LineOfCreditMember2023-04-012023-09-300000317788apps:A2020EquityIncentivePlanOfDigitalTurbineIncMember2020-09-150000317788apps:A2020EquityIncentivePlanOfDigitalTurbineIncMember2020-09-152020-09-150000317788apps:A2020EquityIncentivePlanOfDigitalTurbineIncMember2023-09-3000003177882022-04-012023-03-310000317788us-gaap:EmployeeStockOptionMember2023-04-012023-09-300000317788us-gaap:PerformanceSharesMember2023-09-300000317788us-gaap:RestrictedStockMembersrt:MinimumMember2023-04-012023-09-300000317788srt:MaximumMemberus-gaap:RestrictedStockMember2023-04-012023-09-300000317788apps:TimeBasedRestrictedUnitsPerformanceBasedRestrictedUnitsAndRestrictedStockAwardsMember2023-03-310000317788apps:TimeBasedRestrictedUnitsPerformanceBasedRestrictedUnitsAndRestrictedStockAwardsMember2023-04-012023-09-300000317788apps:TimeBasedRestrictedUnitsPerformanceBasedRestrictedUnitsAndRestrictedStockAwardsMember2023-09-300000317788srt:MinimumMember2023-04-012023-09-300000317788apps:HostingArrangementMember2023-09-300000317788apps:HostingArrangementMember2023-04-012023-09-300000317788us-gaap:SubsequentEventMember2023-11-080000317788us-gaap:SubsequentEventMember2023-11-082023-11-08iso4217:EUR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-35958
DT-2022-Primary-Red-Black.jpg
DIGITAL TURBINE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
22-2267658
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
Identification No.)
110 San Antonio Street, Suite 160, Austin, TX
 
78701
(Address of Principal Executive Offices) (Zip Code)
(512) 387-7717
(Registrant’s Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, Par Value $0.0001 Per Share
APPS
The Nasdaq Stock Market LLC
(NASDAQ Capital Market)
(Title of Class)(Trading Symbol)(Name of Each Exchange on Which Registered)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes     No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes     No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes     No 
As of November 3, 2023, the Company had 101,307,609 shares of its common stock, $0.0001 par value per share, outstanding.



DIGITAL TURBINE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED September 30, 2023
TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

Digital Turbine, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands, except par value and share amounts)
September 30, 2023March 31, 2023
(Unaudited)
ASSETS
Current assets  
Cash and cash equivalents$58,138 $75,058 
Restricted cash511 500 
Accounts receivable, net195,531 178,189 
Prepaid expenses and other current assets15,644 12,319 
Total current assets269,824 266,066 
Property and equipment, net44,931 39,327 
Right-of-use assets8,376 10,073 
Intangible assets, net345,392 379,632 
Goodwill408,976 561,576 
Other non-current assets13,689 9,882 
TOTAL ASSETS$1,091,188 $1,266,556 
LIABILITIES AND STOCKHOLDERS EQUITY  
Current liabilities 
Accounts payable$139,852 $119,338 
Accrued revenue share55,149 69,221 
Accrued compensation8,627 10,984 
Other current liabilities41,219 21,377 
Total current liabilities244,847 220,920 
Long-term debt, net of debt issuance costs383,810 410,522 
Deferred tax liabilities, net2,816 13,940 
Other non-current liabilities11,853 13,919 
Total liabilities643,326 659,301 
Commitments and contingencies
Stockholders’ equity  
Preferred stock
Series A convertible preferred stock at $0.0001 par value; 2,000,000 shares authorized, 100,000 issued and outstanding (liquidation preference of $1)
100 100 
Common stock
$0.0001 par value: 200,000,000 shares authorized; 101,847,271 issued and 101,089,146 outstanding at September 30, 2023; 100,216,494 issued and 99,458,369 outstanding at March 31, 2023
10 10 
Additional paid-in capital842,677 822,217 
Treasury stock (758,125 shares at September 30, 2023, and March 31, 2023)
(71)(71)
Accumulated other comprehensive loss(50,078)(41,945)
Accumulated deficit(344,776)(175,115)
Total stockholders’ equity447,862 605,196 
Non-controlling interest 2,059 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY$1,091,188 $1,266,556 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Digital Turbine, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(Unaudited)
(in thousands, except per share amounts)
Three months ended September 30,
Six months ended September 30,
2023202220232022
Net revenue$143,259 $174,859 $289,625 $363,492 
Costs of revenue and operating expenses
Revenue share68,719 76,881 138,311 164,248 
Other direct costs of revenue9,017 9,199 18,630 18,114 
Product development14,037 14,736 29,837 28,869 
Sales and marketing15,537 15,490 31,114 31,548 
General and administrative41,385 37,471 81,884 75,196 
Impairment of goodwill
147,181  147,181  
Total costs of revenue and operating expenses295,876 153,777 446,957 317,975 
(Loss) income from operations(152,617)21,082 (157,332)45,517 
Interest and other income (expense), net
Change in fair value of contingent consideration372  372  
Interest expense, net(7,844)(5,229)(15,234)(9,311)
Foreign exchange transaction loss(2,106)(281)(183)(612)
Other income, net 312 244 384 
Total interest and other expense, net(9,578)(5,198)(14,801)(9,539)
(Loss) income before income taxes(162,195)15,884 (172,133)35,978 
Income tax (benefit) provision(713)4,181 (2,252)9,317 
Net (loss) income (161,482)11,703 (169,881)26,661 
Less: net (loss) income attributable to non-controlling interest 39 (220)75 
Net (loss) income attributable to Digital Turbine, Inc.(161,482)11,664 (169,661)26,586 
Other comprehensive loss
Foreign currency translation adjustment(1,287)(9,246)(7,394)(14,788)
Comprehensive (loss) income(162,769)2,457 (177,275)11,873 
Less: comprehensive income attributable to non-controlling interest 32 519 275 
Comprehensive (loss) income attributable to Digital Turbine, Inc.$(162,769)$2,425 $(177,794)$11,598 
Net (loss) income per common share
Basic$(1.61)$0.12 $(1.69)$0.27 
Diluted$(1.61)$0.11 $(1.69)$0.26 
Weighted-average common shares outstanding
Basic100,604 98,887 100,272 98,324 
Diluted100,604 102,898 100,272 102,777 

The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Digital Turbine, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
Six months ended September 30,
20232022
Cash flows from operating activities  
Net (loss) income$(169,881)$26,661 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization41,926 40,010 
Non-cash interest expense424 408 
Allowance for credit losses1,227 2,249 
Stock-based compensation expense19,033 12,023 
Foreign exchange transaction (gain) loss183 612 
Change in fair value of contingent consideration(372) 
Right-of-use asset1,817 5,079 
Deferred income taxes(10,732)(2,228)
Impairment of goodwill
147,181  
(Increase) decrease in assets:
Accounts receivable, gross(16,637)9,916 
Prepaid expenses and other current assets(3,135)(4,608)
Other non-current assets(3,799)160 
Increase (decrease) in liabilities:
Accounts payable20,283 2,371 
Accrued revenue share(14,373)(16,866)
Accrued compensation(2,698)(15,109)
Other current liabilities19,751 9,406 
Other non-current liabilities(1,426)(5,775)
Net cash provided by operating activities28,772 64,309 
Cash flows from investing activities
Capital expenditures(14,277)(12,930)
Net cash used in investing activities(14,277)(12,930)
Cash flows from financing activities
Proceeds from borrowings17,000  
Repayment of debt obligations(44,136)(86,500)
Acquisition of non-controlling interest in consolidated subsidiaries(3,751) 
Payment of withholding taxes for net share settlement of equity awards(1,037)(5,929)
Options exercised2,729 939 
Net cash used in financing activities(29,195)(91,490)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(2,209)(3,838)
Net change in cash, cash equivalents, and restricted cash(16,909)(43,949)
Cash, cash equivalents, and restricted cash, beginning of period75,558 127,162 
Cash, cash equivalents, and restricted cash, end of period$58,649 $83,213 
Supplemental disclosure of cash flow information
Interest paid$15,582 $7,410 
Income taxes paid$444 $1,076 
Supplemental disclosure of non-cash activities
Common stock issued for the acquisition of Fyber$ $50,000 
Fair value of unpaid contingent consideration in connection with business acquisitions$2,366 $2,578 

The accompanying notes are an integral part of these condensed consolidated financial statements.
5

Digital Turbine, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share counts)
Common Stock
Shares
AmountPreferred Stock
Shares
AmountTreasury Stock
Shares
AmountAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Non-Controlling InterestTotal
Balance at March 31, 202399,458,369 $10 100,000 $100 758,125 $(71)$822,217 $(41,945)$(175,115)$2,059 $607,255 
Net loss— — — — — — — — (8,179)(220)(8,399)
Foreign currency translation— — — — — — — (6,846)— 739 (6,107)
Stock-based compensation expense— — — — — — 10,017 — — — 10,017 
Shares issued:
Exercise of stock options378,507 — — — — — 731 — — — 731 
Issuance of restricted shares and vesting of restricted units449,781 — — — — — — — — — — 
Acquisition of non-controlling interests in Fyber— — — — — — (1,173)— — (2,578)(3,751)
Payment of withholding taxes related to the net share settlement of equity awards— — — — — — (931)— — — (931)
Balance at June 30, 2023100,286,657 $10 100,000 $100 758,125 $(71)$830,861 $(48,791)$(183,294)$ $598,815 
Net loss— — — — — — — — (161,482) (161,482)
Foreign currency translation— — — — — — — (1,287)—  (1,287)
Stock-based compensation expense— — — — — — 9,924 — — — 9,924 
Shares issued:
Exercise of stock options575,599 — — — — — 1,998 — — — 1,998 
Issuance of restricted shares and vesting of restricted units226,890 — — — — — — — — — — 
Payment of withholding taxes related to the net share settlement of equity awards— — — — — — (106)— — — (106)
Balance at September 30, 2023101,089,146 $10 100,000 $100 758,125 $(71)$842,677 $(50,078)$(344,776)$ $447,862 



6

Digital Turbine, Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(in thousands, except share counts)
Common Stock
Shares
AmountPreferred Stock
Shares
AmountTreasury Stock SharesAmountAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Non-Controlling InterestTotal
Balance at March 31, 202297,163,701 $10 100,000 $100 758,125 $(71)$745,661 $(39,341)$(191,788)$1,644 $516,215 
Net income— — — — — — — — 14,922 36 14,958 
Foreign currency translation— — — — — — — (5,749)— 207 (5,542)
Stock-based compensation expense— — — — — — 6,463 — — — 6,463 
Shares issued:
Exercise of stock options380,176 — — — — — 296 — — — 296 
Vesting of restricted and performance stock units7,763 — — — — — — — — — — 
Shares for acquisition of Fyber1,205,982 — — — — — 50,000 — — — 50,000 
Payment of withholding taxes related to the net share settlement of equity awards— — — — — — (4,357)— — — (4,357)
Balance at June 30, 202298,757,622 $10 100,000 $100 758,125 $(71)$798,063 $(45,090)$(176,866)$1,887 $578,033 
Net income— — — — — — — — 11,664 39 11,703 
Foreign currency translation— — — — — — — (9,239)— (7)(9,246)
Stock-based compensation expense— — — — — — 6,142 — — — 6,142 
Shares issued:
Exercise of stock options198,778 — — — — — 643 — — — 643 
Issuance of restricted shares and vesting of restricted units29,035 — — — — — — — — — — 
Payment of withholding taxes related to the net share settlement of equity awards— — — — — — (1,572)— — — (1,572)
Balance at September 30, 202298,985,435 $10 100,000 $100 758,125 $(71)$803,276 $(54,329)$(165,202)$1,919 $585,703 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7

Digital Turbine, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
September 30, 2023
(in thousands, except share and per share amounts)
Note 1—Description of Business
Digital Turbine, Inc., through its subsidiaries (collectively “Digital Turbine” or the “Company”), is a leading independent mobile growth platform that levels up the landscape for advertisers, publishers, carriers, and device original equipment manufacturers (“OEMs”). The Company offers end-to-end products and solutions leveraging proprietary technology to all participants in the mobile application ecosystem, enabling brand discovery and advertising, user acquisition and engagement, and operational efficiency for advertisers. In addition, the Company’s products and solutions provide monetization opportunities for OEMs, carriers, and application (“app” or “apps”) publishers and developers.
Note 2—Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The Company consolidates the financial results and reports non-controlling interests representing the economic interests held by other equity holders of subsidiaries that are not 100% owned by the Company. The calculation of non-controlling interests excludes any net income (loss) attributable directly to the Company. All intercompany balances and transactions have been eliminated in consolidation. The Company acquired the remaining minority interest shareholders’ outstanding shares in one of its subsidiaries during the three months ended June 30, 2023 for $3,751. As a result, the Company owned 100% of all its subsidiaries as of September 30, 2023.
These financial statements should be read in conjunction with the Company’s audited financial statements and related notes included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
Unaudited Interim Financial Information
These accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring items, considered necessary to present fairly the Company’s financial condition, results of operations, comprehensive income, stockholders’ equity, and cash flows for the interim periods indicated. The results of operations for the three and six months ended September 30, 2023, are not necessarily indicative of the operating results for the full fiscal year.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expenses during the reporting period. Significant estimates and assumptions reflected in the financial statements include revenue recognition, including the determination of gross versus net revenue reporting, allowance for credit losses, stock-based compensation, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, fair value of contingent earn-out considerations, incremental borrowing rates for right-of-use assets and lease liabilities, and tax valuation allowances. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from management’s estimates using different assumptions or under different conditions.
Management considered the potential impacts of ongoing macroeconomic uncertainty due to global events such as the conflict in Ukraine, the conflict in Israel, inflation, disruptions in supply chains, recessionary concerns impacting the markets in which the Company operates, and others, on the Company’s critical and significant
8

accounting estimates. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update its estimates or judgments or revise the carrying value of its assets or liabilities as a result of such factors. Management’s estimates may change as new events occur and additional information is obtained. Actual results could differ from estimates and any such differences may be material to the Company’s condensed consolidated financial statements.
Summary of Significant Accounting Policies
There have been no significant changes to the Company’s significant accounting policies in Note 2—Basis of Presentation and Summary of Significant Accounting Policies, of the notes to the consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended March 31, 2023.
Note 3—Acquisitions
Acquisition of In App Video Services UK LTD.
On November 1, 2022, the Company completed the acquisition of all outstanding ownership interests of In App Video Services UK LTD. (“In App”), pursuant to a Stock Purchase Agreement (the “In App Acquisition”). Prior to the Acquisition, In App acted as a third-party representative of the Company’s App Growth Platform (“AGP”) segment’s products and services in the United Kingdom (“UK”). The acquisition of In App is part of the Company’s strategy to make investments that provide opportunities to grow market share and increase revenue in important markets and geographies like the UK.
The Company acquired In App for total estimated consideration in the range of $2,250 to $5,500, paid as follows: (1) $2,708 paid in cash at closing, including a working capital adjustment of approximately $460, with $1,000 of that amount held in escrow for one-year and (2) potential annual earn-out payments based on meeting annual revenue targets for the calendar years ended December 31, 2022, 2023, 2024, and 2025. The annual earn-out payments are up to $250 for the year ended December 31, 2022, and $1,000 for each of the calendar years ended December 31, 2023, 2024, and 2025. Also, an incremental earn-out payment will be made for each of the calendar years ended 2023, 2024, and 2025 in an amount equal to 25% of revenue that is more than 150% of that calendar year’s revenue target.
On the acquisition date, the Company recorded the fair values of the assets acquired and liabilities assumed in the In App Acquisition, which resulted in the recognition of: (1) current assets, net of cash acquired, of $836, (2) current liabilities of $401, (3) acquisition purchase price liability of $2,738, (4) and goodwill of $4,957.

As of September 30, 2023, the Company reassessed the fair value of the purchase price liability based on current forecasts, which resulted in a remeasurement gain equal to the change in fair value of $372 for the three and six months ended September 30, 2023. Changes in the fair value of the earn-out liability subsequent to the acquisition date are recognized in the condensed consolidated statements of operations and comprehensive (loss) income.
Note 4—Segment Information
Operating segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company reports its results of operations through the following two segments, each of which represents an operating and reportable segment, as follows:
On Device Solutions (“ODS”) - This segment generates revenue from the delivery of mobile application media or content to end users with solutions for all participants in the mobile application ecosystem that want to connect with end users and consumers who hold the device. This includes mobile carriers and device OEMs that participate in the app economy, app publishers and developers, and brands and advertising agencies. This segment's product offerings are enabled through relationships with mobile device carriers and OEMs.
9

App Growth Platform (“AGP”) - AGP customers are primarily advertisers and publishers, and the segment provides platforms that allow mobile app publishers and developers to monetize their monthly active users via display, native, and video advertising. The AGP platforms allow demand side platforms, advertisers, agencies, and publishers to buy and sell digital ad impressions, primarily through programmatic, real-time bidding auctions and, in some cases, through direct-bought/sold advertiser budgets. The segment also provides brand and performance advertising products to advertisers and agencies.
The Company’s CODM evaluates segment performance and makes resource allocation decisions primarily based on segment net revenue and segment profit, as shown in the segment information summary table below. The Company’s CODM does not allocate other direct costs of revenue, operating expenses, interest and other income (expense), net, or provision for income taxes to these segments for the purpose of evaluating segment performance. Additionally, the Company does not allocate assets to segments for internal reporting purposes as the CODM does not manage the Company’s segments by such metrics.
A summary of segment information follows:
Three months ended September 30, 2023
ODSAGPEliminationsConsolidated
Net revenue$99,060 $46,183 $(1,984)$143,259 
Revenue share
60,980 9,723 (1,984)68,719 
Segment profit$38,080 $36,460 $ $74,540 
 Three months ended September 30, 2022
ODSAGPEliminationsConsolidated
Net revenue$108,466 $68,256 $(1,863)$174,859 
Revenue share
59,786 18,958 (1,863)76,881 
Segment profit$48,680 $49,298 $ $97,978 
Six months ended September 30, 2023
ODSAGPEliminationsConsolidated
Net revenue$197,310 $95,142 $(2,827)$289,625 
Revenue share
119,278 21,860 (2,827)138,311 
Segment profit$78,032 $73,282 $ $151,314 
 Six months ended September 30, 2022
ODSAGPEliminationsConsolidated
Net revenue$227,103 $140,622 $(4,233)$363,492 
Revenue share
128,236 40,245 (4,233)164,248 
Segment profit$98,867 $100,377 $ $199,244 
Geographic Area Information
Long-lived assets, excluding deferred tax assets, by region follow:
 September 30, 2023March 31, 2023
United States and Canada$30,030 $25,903 
Europe, Middle East, and Africa14,827 13,395 
Asia Pacific and China74 29 
Consolidated property and equipment, net$44,931 $39,327 
10

 September 30, 2023March 31, 2023
United States and Canada$145,795 $122,377 
Europe, Middle East, and Africa195,192 252,524 
Asia Pacific and China4,405 4,731 
Consolidated intangible assets, net$345,392 $379,632 
Net revenue by geography is based on the billing addresses of the Company’s customers and a reconciliation of disaggregated revenue by segment follows:
 Three months ended September 30, 2023
ODSAGPTotal
United States and Canada$40,176 $32,256 $72,432 
Europe, Middle East, and Africa48,348 8,966 57,314 
Asia Pacific and China10,114 4,940 15,054 
Mexico, Central America, and South America422 21 443 
Elimination— — (1,984)
Consolidated net revenue$99,060 $46,183 $143,259 
 Three months ended September 30, 2022
ODSAGPTotal
United States and Canada$50,978 $39,808 $90,786 
Europe, Middle East, and Africa42,598 22,254 64,852 
Asia Pacific and China13,140 6,149 19,289 
Mexico, Central America, and South America1,750 45 1,795 
Elimination— — (1,863)
Consolidated net revenue$108,466 $68,256 $174,859 
 Six months ended September 30, 2023
ODSAGPTotal
United States and Canada$79,117 $63,173 $142,290 
Europe, Middle East, and Africa94,370 22,518 116,888 
Asia Pacific and China22,657 9,387 32,044 
Mexico, Central America, and South America1,166 64 1,230 
Elimination— — (2,827)
Consolidated net revenue$197,310 $95,142 $289,625 
 Six months ended September 30, 2022
ODSAGPTotal
United States and Canada$113,941 $86,046 $199,987 
Europe, Middle East, and Africa83,142 41,669 124,811 
Asia Pacific and China27,014 12,273 39,287 
Mexico, Central America, and South America3,006 634 3,640 
Elimination— — (4,233)
Consolidated net revenue$227,103 $140,622 $363,492 
11

Note 5—Goodwill and Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by segment follows:
ODSAGPTotal
Goodwill as of March 31, 2023
$80,176 $481,400 $561,576 
Foreign currency translation (5,419)(5,419)
Impairment of goodwill
$ $(147,181)$(147,181)
Goodwill as of September 30, 2023
$80,176 $328,800 $408,976 

The Company evaluates goodwill for impairment at least annually or upon the occurrence of events or circumstances that indicate they would more likely than not reduce the fair value of a reporting unit below its carrying value. During annual testing as of March 31, 2023, the Company determined that the fair value of both reporting units was in excess of their carrying value. As a result of this review, the Company did not record an impairment charge in fiscal year 2023.

As of September 30, 2023, the Company determined that the sustained decline in the quoted market price of the Company’s common stock during the fiscal year (in particular, during the quarter ended September 30, 2023 and following such quarter end), the recent increase in interest rates, and the Company’s current and recently updated forecasted operating trends represented a change in circumstances that indicated that the fair value of the Company’s reporting units may be less than their carrying value. The Company completed an impairment assessment of its goodwill, and as a result of this review, recorded a $147,181 non-deductible, non-cash goodwill impairment charge (or $1.46] per basic and diluted share) for the AGP reporting unit for the quarter ended September 30, 2023. There was no impairment of goodwill for the ODS reporting unit.

The fair value of each reporting unit was estimated using a weighted combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach (the “Guideline Public Company Method”). The Company’s September 30, 2023 testing reflected a 75%/25% allocation between the income and market approaches. The Company believes the 75% weighting to the income approach is appropriate, as it directly reflects its future growth and profitability expectations.

The discounted cash flow method requires significant assumptions and estimates, the most significant of which are projected future growth rates, capital expenditures, tax rates, gross margins and terminal values. In addition, the Company determines its weighted average cost of capital, which is risk-adjusted to reflect the specific risk profile of the reporting unit being tested. For the September 30, 2023 testing, as compared to the March 31, 2023 testing, the Company reduced its estimated future cash flows used in the impairment assessment, including revenues, gross profits, and EBITDA to reflect its best estimates at this time. The Company also updated key inputs for the discounted cash flow models, including the weighted-average cost of capital, which increased due to higher interest rates, market volatility, and the company specific premium.

The market approach estimates the fair value of the reporting unit by applying multiples of operating performance measures to the reporting unit’s operating performance. These multiples are derived from comparable publicly-traded companies with similar investment characteristics. For the September 30, 2023 testing, as compared to the March 31, 2023 testing, the Company reduced its revenue and EBITDA market multiples, reflecting declining valuations across the Company’s selected peer group. These updates, along with those made to the discounted cash flow models described above, had significant impacts on the estimated fair values of the Company’s reporting units.

As of September 30, 2023, the goodwill impairment evaluation indicated the following for the Company’s reporting units:

ODS

For the ODS reporting unit, the Company determined that the estimated fair value was in excess of its carrying value by $233,100. As a result, no impairment charge was recorded.

The ODS reporting unit has remaining goodwill of $80,176 as of September 30, 2023. Prior to the quantitative goodwill impairment test, the Company tested the recoverability of intangibles and other long-lived assets of the ODS reporting unit and concluded that such assets were not impaired.

AGP
12


For the AGP reporting unit, the Company determined that the carrying value was in excess of its estimated fair value, resulting in an impairment charge of $147,181.

The decline in the fair value of the AGP reporting unit below its carrying value resulted primarily from the Company’s recently reduced estimates in its estimated future cash flows, including revenues, gross profits, and EBITDA as mentioned above. Prior to the quantitative goodwill impairment test, the Company tested the recoverability of intangibles and other long-lived assets of the AGP reporting unit and concluded that such assets were not impaired.

Subsequent to the impairment charge discussed above, the AGP reporting unit has remaining goodwill of $328,800, and an excess of fair value over carrying value of net assets of 0% as of the test date (September 30, 2023). As noted above, the fair value of the AGP reporting unit is derived from a 75%/25% allocation between the discounted cash flows method and the market approach.
Intangible Assets
The components of intangible assets were as follows as of the periods indicated:
 
As of September 30, 2023
Weighted-Average Remaining Useful LifeCostAccumulated AmortizationNet
Customer relationships12.01 years$168,405 $(49,400)$119,005 
Developed technology4.79 years146,337 (49,070)97,267 
Trade names1.83 years69,894 (36,255)33,639 
Publisher relationships17.35 years108,659 (13,178)95,481 
Total$493,295 $(147,903)$345,392 
 
As of March 31, 2023
Weighted-Average Remaining Useful LifeCostAccumulated AmortizationNet
Customer relationships12.06 years$170,281 $(39,925)$130,356 
Developed technology5.28 years146,596 (38,813)107,783 
Trade names2.33 years69,983 (27,115)42,868 
Publisher relationships17.83 years109,028 (10,403)98,625 
Total$495,888 $(116,256)$379,632 
The Company recorded amortization expense of $16,157 and $32,346, respectively, during the three and six months ended September 30, 2023, and $16,185 and $32,302, respectively, during the three and six months ended September 30, 2022, in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).
Estimated amortization expense in future fiscal years is expected to be:
Fiscal year 2024$32,102 
Fiscal year 202555,591 
Fiscal year 202641,348 
Fiscal year 202735,232 
Fiscal year 202835,233 
Thereafter145,886 
Total$345,392 
13

Note 6—Accounts Receivable
September 30, 2023March 31, 2023
Billed$165,287 $136,921 
Unbilled40,350 51,474 
Allowance for credit losses(10,106)(10,206)
Accounts receivable, net$195,531 $178,189 
Billed accounts receivable represent amounts billed to customers for which the Company has an unconditional right to consideration. Unbilled accounts receivable represents revenue recognized but billed after period-end. All unbilled receivables as of September 30, 2023 are expected to be billed and collected (subject to the allowance for credit losses) within twelve months.
Allowance for Credit Losses
The Company maintains reserves for current expected credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, current economic trends, and changes in customer payment patterns to evaluate the adequacy of these reserves.
The Company recorded $488 and $1,227 of credit loss expense during the three and six months ended September 30, 2023, respectively, and $1,363 and $2,249 of credit loss expense during the three and six months ended September 30, 2022, respectively, in general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).
Note 7—Property and Equipment
September 30, 2023March 31, 2023
Computer-related equipment$3,582 $3,527 
Developed software78,894 63,891 
Furniture and fixtures2,027 2,103 
Leasehold improvements3,641 3,647 
Property and equipment, gross88,144 73,168 
Accumulated depreciation(43,213)(33,841)
Property and equipment, net$44,931 $39,327 
Depreciation expense was $4,529 and $9,584 for the three and six months ended September 30, 2023, respectively, and $3,893 and $7,708 for the three and six months ended September 30, 2022, respectively. Depreciation expense for the three and six months ended September 30, 2023, includes $3,020 and $6,319, respectively, related to internal-use software included in general and administrative expense and $1,509 and $3,265, respectively, related to internally-developed software to be sold, leased, or otherwise marketed included in other direct costs of revenue. Depreciation expense for the three and six months ended September 30, 2022, includes $2,130 and $4,745, respectively, related to internal-use software included in general and administrative expense and $1,763 and $2,963, respectively, related to internally-developed software to be sold, leased, or otherwise marketed included in other direct costs of revenue.
Note 8—Debt
The following table summarizes borrowings under the Company’s debt obligations and the associated interest rates:
September 30, 2023
BalanceInterest RateUnused Line Fee
Revolver (subject to variable interest rate)$386,000 7.37 %0.30 %
14

Debt obligations on the condensed consolidated balance sheets consist of the following:
September 30, 2023March 31, 2023
Revolver$386,000 $413,134 
Less: Debt issuance costs(2,190)(2,612)
Long-term debt, net of debt issuance costs$383,810 $410,522 
Revolver
On February 3, 2021, the Company entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A. (“BoA”), which provided for a revolving line of credit (the “Revolver”) of up to $100,000 with an accordion feature enabling the Company to increase the total amount up to $200,000.
On April 29, 2021, the Company amended and restated the Credit Agreement (the “New Credit Agreement”) with BoA, as a lender and administrative agent, and a syndicate of other lenders, which provided for a revolving line of credit of up to $400,000. The revolving line of credit matures on April 29, 2026, and contains an accordion feature enabling the Company to increase the total amount of the Revolver by $75,000 plus an amount that would enable the Company to remain in compliance with its consolidated secured net leverage ratio, on such terms as agreed to by the parties. The New Credit Agreement was subsequently amended as follows:
First Amendment: Increase in the Revolver to $525,000 while retaining the $75,000 accordion feature discussed above, for a total potential revolving line of credit of $600,000 on December 29, 2021.
Second Amendment: LIBOR was replaced with the Term Secured Overnight Financing Rate (“SOFR”). As a result, borrowings under the New Credit Agreement where the applicable rate was LIBOR will accrue interest at an annual rate equal to SOFR plus between 1.50% and 2.25% beginning on the effective date of the Second Amendment, which was October 26, 2022.
The First and Second Amendments discussed above made no other changes to the terms of the New Credit Agreement, which contains customary covenants, representations, and events of default and also requires the Company to comply with a maximum consolidated secured net leverage ratio and minimum consolidated interest coverage ratio.
The Company incurred debt issuance costs of $4,064 for the New Credit Agreement, inclusive of costs incurred for the First and Second Amendments. Deferred debt issuance costs are recorded as a reduction of the carrying value of the debt on the condensed consolidated balance sheets. All deferred debt issuance costs are amortized on a straight-line basis over the term of the loan to interest expense.
As of September 30, 2023, the Company had $386,000 drawn against the New Credit Agreement, classified as long-term debt on the condensed consolidated balance sheets, with remaining unamortized debt issuance costs of $2,190.
As of September 30, 2023, amounts outstanding under the New Credit Agreement accrue interest at an annual rate equal to, at the Company’s election, (i) SOFR plus between 1.50% and 2.25%, based on the Company’s consolidated leverage ratio, or (ii) a base rate based upon the highest of (a) the federal funds rate plus 0.50%, (b) BoA’s prime rate, or (c) SOFR plus 1.00% plus between 0.50% and 1.25%, based on the Company’s consolidated leverage ratio. Additionally, the New Credit Agreement is subject to an unused line of credit fee between 0.15% and 0.35% per annum, based on the Company’s consolidated leverage ratio. As of September 30, 2023, the interest rate was 7.37% and the unused line of credit fee was 0.30%.
The Company’s payment and performance obligations under the New Credit Agreement and related loan documents are secured by its grant of a security interest in substantially all of its personal property assets, whether now existing or hereafter acquired, subject to certain exclusions. If the Company acquires any real property assets with a fair market value in excess of $5,000, it is required to grant a security interest in such real property as well. All such security interests are required to be first priority security interests, subject to certain permitted liens.
As of September 30, 2023, the Company had $139,000 available to draw on the revolving line of credit
15

under the New Credit Agreement, excluding the accordion feature, subject to the required covenants. As of September 30, 2023, the Company was in compliance with all covenants. The fair value of the Company’s outstanding debt approximates its carrying value.
Interest expense, net
Interest expense, net, amortization of debt issuance costs, and unused line of credit fees were recorded in interest expense, net, on the condensed consolidated statements of operations and comprehensive (loss) income, as follows:
Three months ended September 30,
Six months ended September 30,
2023202220232022
Interest expense, net$(7,543)$(5,005)$(14,657)$(8,867)
Amortization of debt issuance costs(212)(198)(424)(408)
Unused line of credit fees and other(89)(26)(153)(36)
Total interest expense, net$(7,844)$(5,229)$(15,234)$(9,311)
Note 9—Stock-Based Compensation
2020 Equity Incentive Plan of Digital Turbine, Inc. (the “2020 Plan”)
On September 15, 2020, the Company’s stockholders approved the 2020 Plan, pursuant to which the Company may grant equity incentive awards to directors, employees and other eligible participants. A total of 12,000,000 shares of common stock were reserved for grant under the 2020 Plan. The types of awards that may be granted under the 2020 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, and restricted stock units. The 2020 Plan became effective on September 15, 2020, and has a term of ten years. Stock options may be either incentive stock options, as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or non-qualified stock options. As of September 30, 2023, 5,673,471 shares of common stock were available for issuance as future awards under the 2020 Plan.
Stock Options
The following table summarizes stock option activity:
Number of SharesWeighted-Average Exercise Price
(per share)
Weighted-Average Remaining
Contractual
Life
(in years)
Aggregate Intrinsic Value
(in thousands)
Options outstanding as of March 31, 2023
6,950,436 $12.73 6.12$45,689 
Granted550,626 13.40 
Exercised(1,123,960)3.31 
Forfeited / Expired(148,719)40.93 
Options outstanding as of September 30, 2023
6,228,383 $13.80 5.96$11,195 
Exercisable as of September 30, 2023
4,783,626 $10.67 5.06$11,195 
At September 30, 2023, total unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, was $19,897, with an expected remaining weighted-average recognition period of 2.02 years.
Restricted Stock
Awards of restricted stock units may be either grants of time-based restricted stock units (“RSUs”) or performance-based restricted stock units (“PSUs”) that are issued at no cost to the recipient. The stock-based compensation expense for these awards is determined using the fair market value of the Company’s common stock
16

on the date of the grant. No capital transaction occurs until the units vest, at which time they are converted to restricted or unrestricted stock. Compensation expense for RSUs with a time condition is recognized on a straight-line basis over the requisite service period. The Company periodically grants PSUs to certain key employees that are subject to the achievement of specified internal performance metrics over a specified performance period. The terms and conditions of the PSUs generally allow for vesting of the awards ranging between forfeiture and up to 200% of target. Stock-based compensation expense for PSUs with a performance condition are recognized on a straight-line basis based on the most likely attainment scenario over the performance period. The most likely attainment scenario is re-evaluated each period.
Restricted stock awards (“RSAs”) are awards of common stock that are legally issued and outstanding. RSAs are subject to time-based restrictions on transfer and unvested portions are generally subject to a risk of forfeiture if the award recipient ceases providing services to the Company prior to the lapse of the restrictions. The stock-based compensation expense for these awards is determined using the fair market value of the Company’s common stock on the date of the grant. The RSAs have time conditions and in some cases, once the stock vests, the individual is restricted from selling the shares of stock for a certain defined period, from three months to one year, depending on the terms of the RSA.
The following table summarizes RSU, PSU, and RSA activity:
Number of SharesWeighted-Average Grant Date Fair Value
Unvested restricted shares outstanding as of March 31, 2023
1,670,589 $24.96 
Granted2,775,331 13.39 
Vested(722,553)18.64 
Forfeited(132,751)19.36 
Unvested restricted shares outstanding as of September 30, 2023
3,590,616 $16.89 
At September 30, 2023, total unrecognized stock-based compensation expense related to RSUs, PSUs and RSAs, net of estimated forfeitures was $46,417, with an expected remaining weighted-average recognition period of 2.23 years.
Stock-Based Compensation Expense
Stock-based compensation expense for the three and six months ended September 30, 2023, was $9,016 and $19,033, respectively, and was recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). Stock-based compensation expense for the three and six months ended September 30, 2022, was $5,779 and $12,023, respectively, and was recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss).
Note 10—Earnings per Share
Basic net (loss) income per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the applicable methods.
The following table sets forth the computation of basic and diluted net (loss) income per share of common stock (in thousands, except per share amounts):
17

 
Three months ended September 30,
Six months ended September 30,
2023202220232022
Net (loss) income per common share(161,482)11,703 (169,881)26,661 
Less: net (loss) income attributable to non-controlling interest 39 (220)75 
Net (loss) income attributable to Digital Turbine, Inc.$(161,482)$11,664 $(169,661)$26,586 
Weighted-average common shares outstanding, basic100,604 98,887 100,272 98,324 
Basic net (loss) income per common share attributable to Digital Turbine, Inc.$(1.61)$0.12 $(1.69)$0.27 
Weighted-average common shares outstanding, diluted100,604 102,898 100,272 102,777 
Diluted net (loss) income per common share attributable to Digital Turbine, Inc.$(1.61)$0.11 $(1.69)$0.26 
Potentially dilutive outstanding securities of 2,823,586 and 3,273,213 for the three and six months ended September 30, 2023, respectively, and 1,526,531 and 1,445,951 for the three and six months ended September 30, 2022, respectively, were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive.
Note 11—Income Taxes
The Company's provision for income taxes as a percentage of pre-tax earnings (“effective tax rate”) is based on a current estimate of the annual effective income tax rate, adjusted to reflect the impact of discrete items. In accordance with ASC 740, Accounting for Income Taxes, jurisdictions forecasting losses that are not benefited due to valuation allowances are not included in our forecasted effective tax rate.
During the three and six months ended September 30, 2023, a tax benefit of $713 and $2,252, respectively, resulted in an effective tax rate of 0.4% and 1.3%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to the non-deductible goodwill impairment charge, tax limitations on certain deductions and state tax benefits.
During the three and six months ended September 30, 2022, a tax provision of $4,181 and $9,317 resulted in an effective tax rate of 26.3% and 25.9%, respectively. Differences between the effective tax rate and the statutory tax rate primarily relate to state income taxes, nontaxable adjustments to the AdColony and Fyber earn-outs, and tax deductions for stock compensation that exceed the book expense.
Note 12—Commitments and Contingencies
Hosting Agreements
The Company enters into hosting agreements with service providers and in some cases, those agreements include minimum commitments that require the Company to purchase a minimum amount of service over a specified time period (“the minimum commitment period”). The minimum commitment period is generally one-year in duration and the hosting agreements include multiple minimum commitment periods. Our minimum purchase commitments under these hosting agreements total approximately $284,988 over the next four fiscal years.
Legal Matters
The Company may be involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in the ordinary course of its business. The Company accrues a liability when it is both probable a liability has been incurred and the amount of the loss can be reasonably estimated. The Company reviews these accruals at l